Brothers All
by Captain2822
Summary: During the Republic campaign to take Umbara, Fives gets to spend time with the 501st troopers and comes to realize that they are his brothers just as much as Domino squadron was. Fives POV. MAJOR SPOILERS FOR THE UMBARA STORY ARC. Rated T for war violence
1. Chapter 1

_Warning!: This Fanfic has a great amount of spoilers for the Umbara sub-series in the clone wars. Follows very closely to the actual storyline. If you have not seen the Umbara episodes, do not read this fic. Enjoy! _

_**Part 1: **_

"Masters Krell and Tiin will be supporting my troops in the south." General Kenobi explained. "While Anakin's battalion comes in from the north and takes out enemy reinforcements. It is imperative that we conquer the capital city as quickly as possible, and hold it."

"Our biggest problem is going to be the local militia." General Skywalker said, stepping in. "The Umbarans have aligned themselves with the separatists, and are heavily armed."

Fives had folded his arms as he looked over the holomap, absorbing every bit of information that the Jedi gave them. After being an ARC trooper for months now, he knew that every bit of intelligence could be turning the tide of battle. Therefore, remembering it would come in handy when the group was caught in a tight spot. He let his arms fall to his sides and thought.

Hearing that the Umbarans had joined the separatists was not surprising in the least. More and more planets were falling away from the Republic. Fives had heard rumors about the Umbarans. They, like the Geonosians, were experts in manufacturing technology. The only difference between the Geonosians and the Umbarans were that the Umbarans were one step ahead in terms of technology. If Fives guessed correctly, this would be a tough fight.

Anakin then turned to face him. "ARC trooper Fives will be assisting my unit on special assignment."

Fives straightened up a bit as he held his DC-15 tightly. "Ready to do my part, General Skywalker."

"Nice to have you on board." Captain Rex, currently Fives' oldest acquaintance and best friend, said to the side of him.

"Just like old times, Rex." Fives replied, smiling underneath his helmet.

"Remember Anakin." General Kenobi resumed, regaining the groups attention. "Cody and I will be twelve clicks to your south. We're counting on you to take out those local fighters, or I'm afraid the capital will never surrender."

Anakin sighed in annoyance. "Does my battalion have to do everything?"

"You seem to always volunteer." Obi-wan said, giving Anakin a smug look as he, Cody and the trooper Fives believed that was called Waxer turned and left towards their own gunship. Anakin looked at his own troops and nodded, moving to step inside the gunship. Artoo shut the holomap off and rolled away while Rex turned to the troopers.

"Alright, let's go!" He said. Rex then turned to step inside the gunship, Fives following him. The rest of the troopers scrambled in after the three, the large doors to the transport closing behind them. Fives grabbed onto one of the support handles hanging above them, feeling the ship lifting off of the acclamator's hangar deck underneath his boots.

The gunship gained speed, indicating that they were now free of the large troop transport. Fives heard the sound of their Z-85 starfighter escort rush ahead of them. The familiar sound of flak exploding around them in the air was heard. Before long, the gunship's doors opened back up, allowing them to see outside. General Skywalker looked out below to another gunship with a frown as explosions detonated around them. Fives noticed that the flak emitted a green flash before turning to normal explosion colors. Fives guessed that they were facing Umbaran technology already. General Skywalker must have been right. The Umbarans weren't using separatist weaponry against them; the Umbarans were using inventions of their own.

"There's a lot of surface fire." Rex reported.

"They ain't got nothing we can't handle sir." A trooper, with a name which Fives couldn't remember, replied.

The attention of everyone in the ship was caught by the gunship to their port, which exploded. Everyone watched, feeling pity for the gunship's occupants as the doomed transport fell to the ground in flames.

Rex turned to one of the younger troopers, who was holding onto the support handle above him with both hands.

"You hanging in there Tup?" He asked.

Tup turned and answered with an optimistic. "So far, so good, Captain."

A beep sounded, and the pilot's voice came onto Anakin's wrist comlink.

"General Skywalker." The pilot, named Hawk addressed. "I'm turning the lights out. Our night vision sensors are having a tough time in this chop. I hope we don't overshoot the landing site."

"Just get us as close as you can." General Skywalker answered back.

The gunships flew closer to the ground. The tough-guy trooper lifted up a Z-6 rotary cannon.

"Time to lock and load!" he crowed.

In the rear of the transport, the AT-RT pilot mounted his walker, getting a good grip on the handles. The gunships finally managed to get out of range of the Umbaran artillery. Fives caught sight of the ground through the mist that covered it. The familiar hiss of a door opening up was heard, indicating that the back of the gunship had opened up. Fives caught sight of their AT-RT hitchhiker jump out of the back, and land on the ground. The walker was left behind as the gunship continued on. But the AT-RTs, each of them deployed from the back of a gunship, quickly outran them to engage the Umbaran infantry that waited ahead of them.

Fives heard the all too familiar sound of blaster fire quickly start up. He also heard the AT-RT pilots shouting in excitement as they rushed to return fire at the Umbarans. Soon it would be him and the rest of the group that would engage the Umbarans head on. The battle of Umbara had begun.

Explosions sounded throughout the battlefield as some of the scout walkers were hit by enemy fire. Several Umbaran tanks had hovered forward, shooting large balls of energy at the swift-footed machines. The large, slow tanks were fortunately no match for the AT-RT squadrons, and were quickly overcome. The Umbaran vehicles went up in flames as the walkers fired upon them.

Fives felt the ship rock underneath him as it leveled out with the ground. Soon enough, the gunship was close enough to hop out. The troopers around him jumped out on both sides. Fives heard General Skywalker's lightsaber activate behind him and deflect a few of the Umbaran's blaster fire. The sounds of battle rang out all around him. The projectiles flying around him, the screams of infantry on both sides, and the deafening explosions. Fives raised his DC-15 and took a few potshots towards the enemy line. But returning fire at the enemy was no simple task. It was extremely dark and foggy, making visibility terrible. Fives decided that it wasn't worth wasting shots from his DC-15. To conserve ammo, he traded out the blaster for his twin DC-17 pistols. The small weapons were rather useful and compact, making them favorites among higher ranking clones, such as himself. He saw the familiar blue glow of Anakin's lightsaber swinging back and forth. Rex, the loyal and trustworthy captain as usual, followed beside his general. Fives jogged his way along behind them. They stopped at the top of the hill and began a conversation. Rex reported something to Anakin as he fired away with his favorite pistols. Fives managed to come within earshot to catch a bit of their chat.

"-use it as a staging area." General Skywalker said as he brought his lightsaber up to block another shot. They began forward again, but at a slower pace. They formed a small train, with Anakin at the front booking shots coming their way, with Fives shooting beside him. Rex stayed behind them to urge the men forward.

"Keep moving! We gotta claim that ridge!" He told them before turning towards the enemy lines once again. "The other battalions are counting on us!"

More Umbaran tanks had arrived, taking positions on top of the ridge, while Umbaran militia troops were strewn around the slope. The clones were slowly pushing them back, but the Umbarans were trying to hold their ground.

"Don't stray too far!" Anakin told them. "The enemy could have the whole place rigged with traps."

Tup was ahead of Fives, seeming rather annoyed.

"I can't even see the enemy!" He shouted out in frustration as he ran, blinding shooting into the foggy landscape.

"That's why they're called the shadow people, Tup." Jesse replied with an edge in his voice as he fought.

Fives saw something come through the haze. An odd shaped fighter flew overhead of the clone squadrons ahead of them, bombarding them with green ordinance. The troopers cried out in pain as the flames scorched them, flinging them away from the center of the blast.

"Everybody, take cover!" Rex shouted out.

The trooper with the Z-6 rotary cannon stumbled. Tup was beside him, helping him regain his balance

"It's just a vine, keep moving Hardcase." He urged.

"Yeah, I got it all under control." The trooper, which Fives now knew as Hardcase, brushed off the comment. Fives suddenly took a moment when he heard a low groaning noise. The next noise he heard was Hardcase shouting out in surprise. Five turned to see a vine-like tentacle flinging the trooper around, causing him to shoot uncontrollably. The creature who owned the tentacles scooped up another trooper, causing him to cry out as well. The clones around them began blasting the beast, but to no avail. The creature dropped Hardcase while a strange tongue came from the creature's fanged mouth. Then, without warning, the creature grabbed Fives, lifting him up in the air. Fives looked in time to see the creature drop the other unfortunate trooper into its maw, shutting out his cries as it closed its mouth and swallowed him whole.

"That's not right!" He heard Hardcase shout in disgust as he began blasting away at the creature with his Z-6 cannon. Fives was still in the monster's grip, swung around as if he were a simple toy. Thinking quickly, Fives grabbed a thermal detonator from his belt and primed it. He patiently timed his throw and lobbed it at the creature's tongue. The tongue grabbed it and quickly retreated; swallowing it whole just like it swallowed the trooper. A few seconds later, the grenade exploded, causing smoke and small bits of debris flew out of the creature's mouth. The now dead creature dropped fives to the ground. It wasn't long before someone helped him to his feet. Fives looked at the thing which had nearly taken his life. But it, like many other things, had failed to kill him.

Hardcase groaned, bumping Fives's chest plate. "Nice work Fives."

Fives turned to him. "Hardcase, right?" He asked, seeing if he had heard the trooper's name right.

"Yeah." Hardcase confirmed as they began walking again. "That's what they call me."

_ _Please review. I like my stories to be the best I can make them. If you find anything out of order such as spelling or grammar, please inform me. Also, if anything in my story is inaccurate canon-wise, please inform me. In my opinion, a fanfic that is accurate (if it is not an alternate universe fic) is a good one. _


	2. Chapter 2

_Author's note: I will try and update this as much as I can. But school and making this story as accurate as I can takes a while. I will try and update this as new episodes come out. Until then, enjoy!_

_**Chapter 2:**_

Fives had his helmet tucked underneath his left arm while he thought about recent events. The Umbarans were certainly living up to their reputation. They were resourceful, had military tactics, and had the technology. All of these traits added up to a formidable enemy.

Just a short while ago, they had outflanked the republic troops. After deploying a strange type of droid that managed to claim a few troopers' lives, they had attacked them full on from the rear. The rebels had even managed to take out a few AT-RTs as well. The 501st had decided to play it safe and call in some bombers for an airstrike. Fives just hoped that nothing like that happened again during this campaign. Multiple surprise attacks like that would just be too costly for the clones.

Fives was stirred out of his thoughts when a pair of Z-85 fighters and a gunship came into view. The fighters passed by and turned back, while the gunship swooped down and landed in front of them, opening the doors to reveal a tall figure flanked by two troopers. It was a Besalisk, with the four arms they were known for. Fives noted the robes and the lightsabers that hung at the alien's side. Adding all of this information together, Fives realized that he must be looking upon the infamous Jedi General Krell, known for the casualty amount under his command. Other than that, Fives didn't know much else about him.

The tall alien hopped out of the gunship and began to walk towards General Skywalker and Captain Rex. Anakin looked rather surprised to see Krell, and Fives couldn't blame him. He guessed that they were thinking the same thing.

_I thought General Kenobi said that Krell would be supporting his forces. _Fives thought to himself. _What's he doing here? _

"General Krell's here?" The trooper named Dogma wondered aloud, turning to Fives.

"Something big must be going on." Fives replied, giving the best explanation he could think of.

Krell walked until he stood a few feet from Anakin and Rex before he stopped, folding his arms as he did so.

"Master Krell."Anakin began, doing the best to hide the surprise in his voice. "My thanks for the air support."

"Indeed General Skywalker." Krell answered. "The locals have proven to be more resourceful than we anticipated."

"But, that's not the reason for your visit." Anakin guessed with an uncertain look.

"No." Krell confirmed. "The council has ordered you back to Coruscant, effective immediately."

Even though everyone there was surprised at this bit of news, nobody was more shocked than Anakin himself.

"What?" Anakin asked in surprise, scoffing before he asked about it. "Why?"

"I'm afraid a request was made by the supreme chancellor, and the council obliged. That was all they would tell me."

Fives could tell that Anakin was annoyed. He couldn't blame him. "Like, I can't just leave my men." Anakin pointed out in frustration.

"I'll be taking over in the inner run." Krell informed him, unaffected by the Jedi knight's irritation as he tried to calm him.

"Don't…worry about a thing sir." Rex said, assuring his General. Fives could tell by the pause in his sentence that Rex had a hint of doubt about this entire situation. "We'll have the city under Republic control by the time you're back."

Anakin seemed to relax a little from Rex's words. "Master Krell, this is Rex." Anakin introduced, holding a hand out to indicate to the clone captain, who stood at attention as Anakin spoke. "My first in command. You won't find a finer or more loyal trooper anywhere."

"Good to hear that." Krell said as he reached out and put a hand on Anakin's shoulder. "I wish you well Skywalker."

With that, General Skywalker walked around Krell and towards the gunship. Anakin turned as he grabbed hold of one of the supports on the gunship, getting one last look at his battalion before the ship flew off, with the Z-85's forming back up to escort it back home.

_Have a safe trip, General. _Fives thought as the ships got farther away.

Krell watched the trio of ships fly off as well, Rex doing the same as he walked up to their temporary general's side. Rex turned to the Besalisk and addressed him.

"Your reputation precedes you General." Rex complimented. "It is an honor to be serving you."

Krell had a look of disinterest as he turned and spoke without even looking at Rex.

"I find it very interesting Captain, that you are able to recognize the value of valor-for a clone."

Rex had a look of surprise at the General's insulting words, glancing at the Besalisk with a look of question. Fives raised an eyebrow himself, shocked that those words would come from a Jedi, of all people. Jedi were supposed to understanding and careless about themselves, only worrying about others. Even the tougher and more battle hardened Jedi were never this rude to the troopers under their command. Usually it was the civilians of the Republic that saw the clones as lesser beings. Fives quickly realized that it was possible for even a Jedi to have these feelings towards clones. But he paused, realizing he was judging too quickly. Maybe Krell was just testing them by being strict.

"Stand at attention when I address you." Krell scolded, causing Rex to straighten up and stare ahead.

"Your flattery is duly noted, but it will not be rewarded."

Fives began to feel a slight pinch of nervousness as Krell walked over to him.

"There is a reason my command is so effective, and it's because I do things by the book." Krell explained gruffly, getting in Fives' face, observing him with scrutiny. Fives kept a straight face and Krell moved on a split second later. "And that includes protocol."

Krell stopped, turning back to Rex. "Have all platoons ready to move out immediately. That is all."

With that, Krell walked away from them. As soon as he was sure Krell was a good distance away, Fives gave Rex a look. Rex just exhaled.

As usual, Rex had all of the platoons mobilize quickly. Soon enough, they were walking through the odd foliage of the Umbaran landscape. It lit up the way with strange, light red bioluminescence. Fives personally thought that this was a good pace for the battalion. General Skywalker would have thought so too if he were here. It was the walking speed the battalion usually had when travelling. But apparently, Krell was not impressed. He turned and shouted at them.

"Quicken that pace battalion!" He ordered. "This is not some training course on Kamino!"

Fives found himself questioning Krell's personality again. He thought it was rather unnecessary to insult them while giving them orders. He wondered if Rex felt the same way.

"The, uh…" Fives began with a small amount of criticism. "New general has a way with words."

"He's just trying to keep us on schedule." Rex assured, defending their substitute General. Fives knew that it wasn't possible for Rex not to feel even the smallest bit annoyed by Krell's choice of words.

"By raising everyone's ire?" Fives questioned doubtingly.

"Either way, he's in charge, and we've got a job to do." Rex responded with the tone he used when he wanted a conversation to be done. "Just treat him with respect, and we'll all get along fine."

Fives doubted that last statement. It was obvious that Krell wouldn't be letting up on them anytime soon. He rolled his eyes towards the sky. But as he did so, he caught sight of a green glowing object speeding towards them.

He quickly slapped Rex on the arm to gain his attention.

"Do you see that?" He asked, pointing to the sky.

The shapes got close enough for the duo of clones to see that they were flying creatures of some sort. Rex acknowledged the threat.

"Yeah. Ready your weapons!" He ordered the others as he and Fives armed their DC-17's. The clones spotted the creatures, and took aim. They waited until the flying animals got closer, then they fired. But not a single shot the clones fired at the animals found their mark. The swift creatures dodged the shots gracefully until they were flying directly over the troopers. One of the fliers grabbed an AT-RT pilot from his mechanical mount, causing the machine to topple over backwards from the sudden force. The second flier grabbed an infantry trooper, then they began to fly off.

The flier carrying the AT-RT pilot dropped its catch, causing the unfortunate clone to plummet to the ground. Fives lost track of the pilot as he fell out of sight behind the line of troopers. The second flier still had the trooper, who was struggling in the animal's grasp. Rex and Fives kept squeezing off shots with their pistols to no avail. Suddenly, Krell leapt into view, swinging from a plant and landing directly on top of the creature. The Jedi punched the animal and forced it to release the trooper. Dogma was immediately at the trooper's side, helping him back to his feet.

Krell was still on the flier. He forced the flying animal to the ground, where he pinned it and killed it with a jab from his lightsabers. He then turned to the second creature, which was coming in behind him. The Jedi master twirled his weapons around and swung them over his head, cutting the creature open.

The flier landed in-between Fives and Rex. Both of them kept their pistols trained on the creature, in case it tried to get away. Krell strolled over, obviously annoyed at this entire event. He deactivated his lightsabers. He walked over and turned to the troops.

"Anyone else want to stop and play with the animals?" He snapped, stomping on the dying flier. No one spoke as they all stared at Krell. "Didn't think so. Now keep moving!"

Krell then stormed off. All of the clones continued to stare at the retreating Jedi master's back. Fives and Rex exchanged looks before returning their gaze at Krell. Fives had to admit, the Jedi had some nice combat skills. A strict leader, but a good warrior. He just hoped that the same could be said about the Besalisk's tactics.

The clones resumed their quickened pace swiftly after the incident with the Umbaran creatures. They had been doing it for quite some time now. Fives was slouched in exhaustion, trying to keep his breathing steady. A lot of the men looked just as tired. None of them spoke, saving their breath for the steady march they had. Fives took note of the time on his helmet's HUD. They had been walking for hours, that was certain. Just how many, he didn't know.

He was relieved when Rex's medic Kix spoke up.

"Sir." He said, breathing louder than usual through his helmet. "We've been keeping this pace for twelve hours now. The men are getting worn down. We should rest."

Rex agreed, quickening his pace so that he could catch up with Krell. Fives felt some hope at Kix's comment. Twelve hours was surely enough time to cover a great amount of ground, especially at the pace they were marching. Even Krell had to come to reality when it was time to take a breather.

"General Krell." Rex addressed. Fives noted how Krell didn't even look at Rex. "The top of this ridge will be a good place for the men to make camp."

"The men don't need rest; they need the resolve to complete the task at hand." Krell answered him nonchalantly. Fives looked up at the Jedi Master in disbelief. Did Krell honestly expect them to continue travelling after twelve whole hours?

"But, sir…" Rex began to argue.

"CT-7567, are you reading me?" Krell asked, raising his voice slightly, but still refusing to look at the captain.

"Um…Excuse me, sir?" Rex questioned, sounding somewhat angered.

"I asked you a question, CT-7567." Krell said, stopping and folding his arms. The Besalisk finally gazed at Rex with angered eyes, which Rex didn't meet. "Do you understand the need to adhere to my strategy?"

"Sir the terrain is extremely hostile." Rex explained, causing Krell to look away again. "Despite the difficulty of the conditions, the battalion is making good time. The men just need a little break."

Krell shook his head and turned towards Rex once again.

"Captain." Krell said, stepping in front of Rex and shoving a finger at his helmet's visor. "Do I need to remind you of this battalion's strategic mission in conquering this planet?"

Krell pointed to the troops behind Rex.

"Look back, see those platoons?" He asked. "Their mission is to take this city and take it swiftly! Time and rest are luxuries the Republic cannot afford. We are the key to this invasion! The other battalions are counting on our support!"

Krell was raising his voice with every sentence now, clearly wanting to make a point.

"If we fail, everyone fails!" He shouted, throwing an arm down and getting close to Rex's visor as he shouted. "Do you understand this! Do all of you understand this!" He shouted towards the troopers. "Now move on!"

Fives looked at Rex, who looked after Krell in defeat. He turned towards the men and nodded. The troopers reluctantly obeyed and continued marching. But underneath his helmet, Fives was angered. General Skywalker, or any other Jedi for that matter, would have listened to reason and allowed a breather for them.

Now he was certain about Krell's personality. Fives had known from the start that Krell would be a strict general, but this was too much. The clones were risking their lives and dying so that Umbara could come under Republic control and be a step closer to winning the war. All they asked for was some rest; but Krell would deny them even that.

Fives stopped himself again, trying to convince himself that Krell just wanted to get this invasion over with. They all did, Fives couldn't deny that. But no matter how many times Fives tried to reassure himself, he never truly believed it.

The clones were finally allowed to stop when they came to a road, lit with translucent blue lights and with lamps on the sides. Rex had talked with General Krell about the plan that Anakin had created. But Fives could tell something was off when Rex came back. Rex walked up to Five and Jesse, interrupting their conversation.

"We have our orders." Rex told them. "We're going to take the road to the capital."

"What?" Jesse asked in disbelief. "That wasn't the plan!"

"This is General Krell's plan." Rex replied, sounding irritated. "While General Skywalker is gone, Krell is in charge."

"Rex, this plan is too risky." Fives said. "The Umbarans-"

"I know Fives." Rex interrupted, obviously no in the mood to argue. "But orders are orders. And you know that Krell won't change his mind."

Fives scowled but didn't argue back. Fives had known Rex for a long time now. Usually, when the captain went with his instincts, the outcomes were good ones. But Fives had a bad feeling about this entire thing. "Alright." He muttered in defeat. "But this won't end well Rex."

Rex turned away from Fives, putting on his helmet.

"I know." was the captain's only response.

A small platoon of clones made their way down the Umbaran constructed road, following Krell's orders. A few AT-RT's had accompanied them, the sound of their feet clanking on the ground. All of the men were wound up tight, knowing that a surprise attack could happen at any moment. Rex led the troops at the front, as usual, with Fives right behind him.

Fives heard voices behind him, and could barely make out the chatter. Fives recognized the voices as Tup, Hardcase, and Jesse. Each of the three had their own voice pitch.

"So, why aren't we sticking to the original plan, and probing the city defenses first?" Tup asked his fellow troopers.

"We can do this." Hardcase drawled. "Let's take em."

"Yeah, leave it to Hardcase to dive in headfirst." Jesse added with a hint of humor in his voice.

Despite the troopers' seemingly cheerful attitude, Fives could tell that they were a little concerned. Fives paused in his train of thought. Alright, Tup and Jesse might be worried, but Fives doubted Hardcase even cared that they could be walking into a trap. Just as long as the trigger-happy clone had something to shoot, he would be content.

When Fives thought about it, Tup and Hardcase were a lot like Echo and Hevy. Jesse didn't really have the personality of anyone from domino squadron, but he and Fives got along rather well.

Echo and Hevy. What Fives would give just for those two to be here now.

Coming back to the situation, Fives decided to join in.

"The general's new plan is reckless!" Fives muttered, throwing a fist down to show his frustration.

"You ever think that maybe the general knows what he is doing?" Dogma asked in a matter-of-factly tone. Underneath his helmet, Fives rolled his eyes, walking up behind Rex. If he knew Rex at all, then the captain would say the same.

"I know you think this is a bad idea." Fives stated, hoping that Rex would at least agree with him.

"I raised my objection to General Krells plan, but he didn't agree." Rex answered. "So, this is it."

Fives' expression underneath his visor softened a bit, somewhat satisfied that Rex at least thought the same. But Five still couldn't believe that Rex would just go along with such a plan.

"Well, what if he's wrong?" Fives questioned. "Then what?"

"This isn't the time for a debate." Rex retorted, frustration showing again. "Right now we have to stay alert."

Fives still wasn't satisfied, but he decided to drop the subject…for now. Rex did have a point, after all. Since they were there, there was no turning back. The time for change of plans had gone. It was silent for a moment before Tup spoke up again.

"Ehh…" Tup moaned warily. "It's too quiet out there."

Fives agreed with him. They were now a good distance away from the others. This place would be the perfect spot for an ambush. Fives constantly scanned the area, an uneasy feeling creeping over him. He always hated the tense moments before battle; the ones where he didn't know where his enemy was. The last time the Umbarans had attacked them had been too close for Fives' liking. Fives had a feeling that they were in for another surprise soon. It had been quiet for too long.

Suddenly, explosions sounded, and the screams of clones could be heard. The blast knocked both Fives and Rex forward.

"Mines!" Fives shouted as he caught himself. "Nobody move!"

A few tense moments later with silence, Rex got to his feet and pointed at the two motionless troopers on the ground. Two nearby troopers got up and checked them.

"Oz is down." The first reported.

"So's Ringo." The second added.

Five scowled in anger. He had just known something like this would happen. Because of this careless plan, two of his brothers had been killed. And if they went forward with this plan, they probably wouldn't be the only ones. Fives got to his feet to meet Rex's visor.

"Can you sweep em?" Rex asked.

Fives nodded without saying a word. He pulled out an explosives detector and swept the light back and forth along the road. The mines glowed as the light passed. Fives was rather impressed how the Umbarans managed to disguise the mines so well, making them appear to be nothing more than tiles in the road.

"There are more over here." Fives warned, walking to the center of the road. "It looks like the whole road's been booby trapped. Everyone watch your step."

The platoon began their advance again, more slowly this time. They all had walked only a few steps before Umbaran artillery slammed into the rear of the line. The entire area erupted into chaos as blaster shots rang out. The clones turned and finally caught sight of their enemy. The clones immediately returned fire, bunching up together.

"We're completely exposed!" Tup shouted in panic.

"Hold your ground!" Rex barked, blasting away with his two DC-17 pistols. The Umbarans seemed to be coming from everywhere. Fives just kept blasting, hoping that he would at least thin their numbers before any Umbaran shot him. Hardcase was certainly doing a good job at it.

"You want a piece of this!" He shouted as he mowed down several of the rebels.

Another ball of energy rocketed towards them, blasting away two troopers. The unfortunate men screamed out as Jesse spoke up.

"Uh oh." He said uncertainly. "I think Hardcase made em mad."

More Umbarans ran out into the battlefield. Men fell on both sides, but the advantage was with the Umbarans this time. Clones were dropping faster than rebels. It was clear they would not last long out in the open. The Umbarans outnumbered them badly enough that some were even able to charge them. Fives saw one latch onto Tup, but didn't see the rest. He just hoped the rookie would come out on top. Fives heard another explosion, and the sound of machinery falling.

"We're blown!" A trooper behind him shouted in fear. Fives shot as many Umbarans as he could. But there was too many. He fired one shot into the treelike.

"The Umbarans are advancing!" He said as he spun around and shot one at point blank in the torso. The Umbaran fell down, shouting in pain. Fives turned and shot another one in front of him, the rebel going down in the same manner as the other. In the midst of the battle, Hardcase was still taunting the Umbarans somewhere nearby.

Fives was surprised when an Umbaran suddenly fell from the sky nearby. The Umbaran tried to kick him, but Fives grabbed the alien's foot and elbowed him. The Umbaran tried to grab Fives' head, only to be flipped over the Arc trooper's shoulders and onto the ground. Fives then rammed his arm plating into the Umbaran's helmet, cracking it. The Umbaran then began to beg Fives for mercy in its native language. Unfortunately for the rebel, Fives was not in a merciful mood at the moment. Fives aimed his DC-15 and fired three times to shut the Umbaran up for good. Rex suddenly did a dive roll next to him. Nearby, Fives heard more clones cry out as they were killed.

"They're coming from all directions!" Dogma said.

Fives shot an incoming Umbaran. "We don't have any cover!" He shouted as he killed two more.

"We need to fall back." Rex told them. "Get them to follow us. If we can draw them out, we can see them."

"If we can see them, we can hit them!" Jesse growled back.

"All squads, fall back now!" Rex ordered as he retreated.

"This can't be good!" Fives heard Tup say. Fives was surprised but relieved that the shiny had survived this mess. The clones ran for it, firing over their shoulders and hitting as many Umbarans as they could. The rebels chased after them, hitting a few retreating troopers in the back. They continued running, trying to gain as much ground as they could. Fives was filled with relief as he saw the rest of the battalion coming to their aid.

"Get ready!" Fives shouted to them as he leapt over some rubble. "Here they come!" An AT-RT jumped over his head as it headed into battle. He aimed and fired a few shots, downing one of the natives. Fives saw Hardcase still running from the Umbarans. A trooper nearby him was hit. Hardcase turned around and fired the Z-6 he had once again, backed up by the AT-RT. Another AT-RT fell as artillery hit it, but the clones had help this time. They continued firing.

"Hit them with everything you've got!" Rex said as the clones intensified their fire. Finally, the Umbarans gave up and ran.

"Hahaha, where're you going!" Hardcase taunted as he kept spraying blaster fire. "Get back here!"

The last of the surviving Umbarans got farther away.

"They're pulling back!"Fives shouted in triumph, feeling that they had properly avenged the men that they had left behind. The troopers and the AT-RTs ceased firing.

"CT-7567." Krell snapped at Rex as he shoved Fives aside. Fives glared at the back of the Jedi master as he remembered. It wasn't the Umbarans that got so many troopers killed; it was Krell. This entire mess was his fault.

"Do you have a malfunction in your design?" The Besalisk spat. "You pulled your forces back from taking the capital city. The enemy now has control of this route! This entire operation has been compromised, because of your failure!" He said, jabbing Rex in the torso hard twice.

Fives couldn't take this anymore. He was sick of Krell walking all over them. Rex had literally saved the men, and Krell didn't even care. In fact, Krell didn't even care that multiple men had died because of his horrible tactics. If anyone had failed, it was Krell.

"General Krell." Fives addressed, deciding that Krell didn't even deserve his kindness. "In case you haven't noticed, Captain Rex just saved this platoon! Surely you won't **fail** to recognize **that**!" Fives spat venomously, putting emphasis on his words.

The Jedi turned to face him now, glaring down into him.

"Arc 5555." Krell said rather calmly, reaching for his belt. The Besalisk activated his green lightsaber, starling Fives. "Stand down."

Fives looked at the Jedi, angered and frustrated. The Jedi was crazy! Insane! Would Krell really kill him for stepping out of line? Fives decided that risking it was too dangerous. He then contemplated fighting the Jedi. He would have fought Krell; he was sorely tempted to fight him now. The battalion was far better of under Rex's command, anyway. But even he couldn't outmatch an armed Jedi. If he died, he certainly didn't want his death to be at the hands of Krell. Looking into the green blade again, he replied. "Sir, yes sir." he hissed through his teeth, walking away.

Behind him, Rex tried to regain control of the situation.

"Sir, if I may address your accusation, I followed your orders. Even in the face of a plan, that was in my opinion, severely flawed. A plan that cost us men!"

Rex then tore off his helmet, revealing his face that was contorted in rage.

"Not clones, **men**!" He shouted furiously. Fives had never seen Rex so angry at a superior before. But considering the recent events, Fives wasn't really surprised. Nobody could blame the captain. This caused Krell to turn to the captain. He obviously hadn't been expecting this.

"As sure as it is my duty to remain loyal to your command, I also have another duty." Rex explained more calmly, gesturing to the rest of the troopers. "To protect those men."

Fives applauded Rex in his mind, agreeing with him fully. Krell seemed to clam down, looking over the clones. The besalisk then closed his eyes and deactivated his weapon.

"You have a spark of tenacity, captain." Krell commented. "I'll give you that. I know that I don't command like the Jedi you're used to serving, certainly not like General Skywalker."

_Nothing like General Skywalker. _Fives thought bitterly. _He actually cares and thinks things through first. _Fives could tell by his expression that Rex felt the same way.

"But I have my way." Krell continued. "It may be difficult, but these are difficult times; and it's proven effective. I suppose your loyalty to your men is to be commended. They seem to admire this. That's important to an effective commander."

Fives was rather surprised by Krell's sudden change of attitude. Was Krell actually complimenting Rex?

"Alright Captain Rex." Krell said, calling Rex by his name for the first time. "Your opinion has been noted. Dismissed." And with that, the besalisk walked off.

Rex watched the Jedi master walk off. Fives walked up to Rex.

"I think he almost complimented you." Fives said with sarcasm in his voice.

"Ugh, its hard to tell." Rex muttered, deep in thought.

"Incoming!" Harcase shouted as two artillery shots destroyed a pair of AT-RTs. Umbarans began firing down from the trees, making their presence known.

"The Umbarans must have regrouped for a counter attack." Fives said as Rex put on his helmet.

"Everyone, we must hold this position!" Rex shouted as everyone took cover.

Fives and Rex took positions and began shooting back.

"You think General Krell still intends on taking the capital using this strategy?" Fives asked as he aimed and fired his DC-15.

"I don't know." Rex replied truthfully. "I'll get back to you on that if we survive this battle."

And with that, the two ceased talking, focusing on the battle as it raged on.

_If you noticed, I did a little improv writing, as Fives wasn't there for the briefing between Rex and Krell. That was kinda how I imagined Rex would tell him. Tell me how I did! Please review, I really enjoy your feedback! I have to go now, "Plan of Dissent" is on in a few moments! :)_


	3. Chapter 3

_Whoa! Sorry about the giant wall of text guys, not sure what happened there. _

_My guess is that is what happens when you try to finish a word document on an Imac text edit program. -_- _

_Anyway, enjoy this improved version of chapter three. _

**Chapter 3:**

** "**Incoming incoming!" A trooper shouted as another Umbaran missile hit the ground. "Get down get down!"

Fives and the rest of the squad ducked as debris rained down on them. Then they began firing once again. Fives had lost track of how many rebels he had gunned down now. He frowned deeply under his helmet. Today was not the day for the 501st. They had lost a great amount of troopers already, and they were only losing more. Kix had his hands full trying to move all of the wounded to safety.

Behind him, Krell was conversing with General Kenobi on their next plan of action. Fives would have paid more attention if they were in a safer area, but he and the rest of the group were a little busy at the moment. He did manage to pick up on something on an airfield however.

_That would explain the starfighters. _Fives thought to himself. Umbaran fighters had come out of nowhere and bombed their troops. It would be an excellent idea to take over the place the fighters were coming from. An airbase would also be a great place to hold out at. It was how they would go about taking the place that concerned Fives. Krell may be skilled with a lightsaber, but he was a terrible leader as far as motivation and strategy. Rex had recently given the besalisk a piece of his mind, and Krell actually seemed to listen.

Fives just hoped that the Jedi Master was more careful in his planning this time around.

The battalion had managed to lose the enemy troops a ways back, and now walked clammy towards the gorge that led to the airbase. Fives handed Rex the macrobinoculars, which he took and scanned the enemy perimeter with.

"Theres a base there alright." Rex confirmed. "And it's heavily guarded. At least three tank divisions, plus guns."

"We'll advance along the central gorge, and engage their forces in a full forward assault!" Krell said, pointing at the base as he spoke.

Fives frowned. To his chagrin, Krell's strategy hadn't changed one bit. Go in without cover and support, engage the enemy, hope not to be completely wiped out, and win; all at the same time. Rex knelt down and took another look at the gorge.

"The gorge is narrow, sir." Rex pointed out, voicing Five's concerns. "We'll only be able to move our platoons in single squads. Perhaps a closer recon will tell us if theres a more secure route."

Krell had a hand on his bulbous chin. He appeared to be thinking. Was he reconsidering? Fives hoped so.

"Obi wan and the other battalions are holding off the enemy right now, while they wait for us to take out this base. We don't have time to look for a more secure route."

_Nope. _Fives thought in disappointment.

Krell turned and walked away, Rex looking after him.

"Yes sir." Rex complied reluctantly.

The troops marched down the hill into the gorge, an air of uncertainty lingering over them the entire time. Fives was still frustrated with Krell. Why wouldn't that blasted Jedi listen to them? Krell was always using the _"Not enough time" _excuse to send them all on suicide missions.

Fives didn't want another skirmish like the one at the Umbaran main road. He had to try and get Rex to listen to reason. At least he wasn't the only one who disagreed. It didn't take much to notice that the others felt the same way. Maybe Rex would listen if more of the troops supported Fives.

"Alright, listen up." Rex said, taking off his helmet. "We'll assemble our squads into two divisions. We'll move straight up this gorge to the airbase on the far side."

This was when the troopers spoke up.

"The casualties are going to be high!" Kix noted.

"Is Krell, trying to get us killed!" Tup spat, once again showing his Echo-like side. Echo may have been a more quiet and obedient type, like Tup, but both of them weren't hesitant to voice their actual opinion. Fives liked the shiny for that.

"You know, I wasn't sure that Krell was crazy before." Jesse began. "But now, I'm positive!"

Fives agreed completely. Now that the men were showing their doubtful sides, this could be the only chance they got to change Rex's mind. Fives spoke up without hesitation.

"We had to retreat from the capital because the general pushed a flawed strategy!" He added. "And now this!"

"I don't know." Hardcase said gleefully, hoisting his Z-6. "Could be fun!"

"Yeah, if you enjoy getting shot." A nearby trooper whispered to his brother, who snickered quietly.

"Well, I for one agree with the general's plan." Dogma spoke up. "We're running out of time and this is the best option!"

"No recon? No air support? We don't know what we're up against!" Jesse complained, smacking his head against his helmet. "They have weapons we've never seen before!"

"A few of General Skywalker's plans seemed reckless too, but they worked." Rex pointed out, trying to regain control.

Fives couldn't believe this. Rex was still trying to defend Krell!

"Yeah, but General Skywalker's usually leading his men up in the front!" Fives cut in, throwing his hands up in aggravation. "Not bringing up the rear like General Krell."

Fives didn't know if Krell was just lazy or if he was a coward. Or both. But Fives and the rest of the men felt much better going into a suicide mission with a Jedi fighting alongside them. But Krell was doing nothing but watching them get slaughtered.

"A full forward assault would leave us too exposed!" He continued.

Fives heard the others begin to chat among themselves.

"We have to look at other options. " and "It's going to be a meat grinder down there!" were two of the quotes he picked up.

Rex looked at his quarreling men with what appeared to be uncertainty. Maybe their debate was doing the trick.

"Fives." Rex addressed, motioning with his head. Fives hoped that this private meeting was to discuss a new plan. He followed Rex over until they were out of earshot of the others. They stopped and Rex began.

"It would help, if you would ease their minds." Rex said, giving Fives a stern look.

Fives couldn't believe this. Rex knew what this would bring. There was no way he couldn't after the incident at the main road! Now not only was Rex asking the clones to march into a death trap, but now he was asking Fives to tell them that everything would be fine! There was fierfekking way he would do that!

"What, you mean coax them into following another one of Krell's suicide missions?" Fives retorted. "We lost a lot of men last time!"

"Krell may do things differently, but he is effective at getting them done!"

_Effective at getting us killed. _Fives thought bitterly.

"He's a recognized warrior." Rex pointed out.

Fives wasn't buying it. He shoved Rex lightly and glared him in the face.

"He may have had some victories." Fives replied. "But have you seen his casualty numbers. More troopers have been killed under his command than anyone else!"

"Thats the price of war Fives." Rex stated. "We're soldiers. We have a duty to follow orders, and if we must, lay down our lives for victory."

Rex turned and began to walk away, but Fives grabbed onto his arm.

"Do you believe that?" Fives asked. "Or is that what you were engineered to think?"

"I honor my code." Rex answered. "Thats what I believe." He shook Fives' grasp from his arm and walked away. Fives stared after him, not knowing what to say.

Rex, Fives and Hardcase army crawled to a ledge where they could view the base. Rex once again looked through the macrobinoculars.

"Is everyone clear on the plan?" Rex asked as he lowered the macrobinoculars. "Hardcase?"

"Yes sir." Hardcase replied.

"Fives?" Rex addressed, knowing that Fives was still a bit on edge. "Are you clear?"

Fives was a tiny bit bitter about the entire thing. But right now, he had to have a clear conscious; to keep as many of his new brothers alive as possible. He paused before he answered.

"Yeah." Fives answered him.

"Alright, get in your groups." Rex said, putting the macrobinoculars away. "Let's move out!"

The three clones turned around and stood up. Fives grabbed his pistols on the way up and rushed toward his group, Hardcase right behind him. He slowed down and stood in front of his group along with Hardcase. He felt the stare of the troopers as they all looked at him. They were determined; most of them hated the plan just as much as Fives did, but they were determined. Fives waited until Rex got his men moving before he did the same with his, motioning with one of his pistols to move out. He steeled himself and mentally prepared for battle, knowing that the chances of most of the group making it were slim.

Fives' group went ahead of Rex's, scouting ahead for any signs of enemy activity. As the platoon walked, it was rather quiet, almost peaceful if they weren't in a warzone. But Fives had learned that with the Umbarans, they had to be ready for just about anything. Fives tried to think of possible scenarios that they could encounter. They could walk into a swarm of those tiny electric-spewing Umbaran droids. Or another ambush just like the one at the road. All of these were things Fives wanted to avoid. But once again, the time to turn back had passed.

"Everybody stay alert." Fives advised. "Fingers on the trigger."

Fives was beginning to wonder where the Umbarans were. If they were to attack, they could have done it already. But they hadn't.

_Where are you? _Fives wondered as a swarm of Umbaran wildlife flew past them. Remembering what had happened last time, Fives prepared himself for any attacks they made. Luckily, the creatures flew by, seeming to not even notice the clones below. Although Fives was relieved, he was concerned at the same time. The creatures were flying rather fast, as if trying to get away from something.

"They looked spooked." A trooper stated in curiosity.

_Somethings not right here. _Fives thought to himself.

He was right.

Without warning, the ground began to shake beneath them.

"What the-?" The trooper spoke up again, suddenly on edge. The entire platoon halted in confusion. Then with a loud cracking noise, a large creature, one that reminded Fives of the eels back on Rishi, erupted from the ground with blue lights glowing on its sides. The worm lowered its head and looked at them with a single, blue eye. Fives took a closer look, and realized that it wasn't a creature at all. It was a machine.

"Oh, skrag." One of the troopers breathed out.

The menacing centipede tank reared up, letting out a eerie howl. The troopers regained their senses and began blasting away at the tank, which shot back with lasers of its own. Fives lifted up one of his pistols, while Hardcase charged up his Z-6 next to him.

"Blast it!" Fives ordered.

The clones kept firing at the monstrosity, but with no effect. One of the troopers fell from the tanks blaster fire. Fives and Hardcase moved back, knowing that the tank was just about ready to move. The troopers followed suit. The centipede tank fell onto its legs and began to crawl around, lasers blasting out from its back...

_And that's it for now! Once again, thank you for the support and the reviews everyone! As I said before, my school work is starting to occupy a large amount of time in my life, so updates may be random. I'll try and update as much as I can over the Thanksgiving weekend, but I have projects due the next week, so don't get your hopes up. _

_Anyway, if your big on expanded universe, you may notice the words fierfek and skrag. Fierfek is used in Republic commando and skrag I believe is used in an expanded universe book. _

_Please review and tell me what you think!_


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